The sequel to 2007’s surprise hit “300” opened nowhere near its predecessor, but with an estimated $45.1 million, “Rise of an Empire” handily beat “Mr. Peabody & Sherman” for first place at the box office this weekend. The real winner, though, was “The Grand Budapest Hotel” with a possibly record-breaking per-theater average.

The movie “300” broke the record for a March launch seven years ago with $70.9 million. Opening-weekend box-office for the follow-up film was off 36 percent, and with inflation, premium-priced 3-D showings accounting for a whopping 63 percent of ticket sales and Imax making up 15 percent (from just 10 percent of its theater footprint), “300: Rise of an Empire” saw about half as many admissions as its predecessor, reported Box Office Mojo. The audience—predictably male at 62 percent—gave the flick an OK B grade from CinemaScore.

But the stylish war actioner is dominating overseas with an estimated $87.8 million from 58 international markets—up about 10 percent over the original. The Warner Bros. movie played best in Russia with an estimated $9.2 million, followed by France ($7.2 million), Korea ($6.5 million), Brazil ($5.8 million), Mexico ($5.5 million) and India ($3.0 million). It has yet to open in China or Japan. The first film landed at $456.1 million globally, with $245.5 million of that coming from overseas. Worldwide “Rise” has already grossed $132.9 million.

Meanwhile, “Mr. Peabody & Sherman” may have performed to expectations, but the 3-D ’toon was still a bit of a disappointment for DreamWorks Animation with an estimated $32.5 million. The studio’s last two March releases, “The Croods” and “How to Train Your Dragon," both launched to more than $40 million. Still, the CG adaptation of Jay Ward's 1960s animated shorts, distributed by 20th Century Fox, played better than “Turbo” (which opened with $21.3 million) and “Rise of the Guardians” ($23.8 million). Ticket holders were 56 percent female and 52 percent over age 25 and gave it an A grade, which bodes well for the coming weeks.

Rounding out the top 10, last weekend’s chart-topper “Non-Stop” fell 47 percent to an estimated $15.4 million, followed by “The Lego Movie” with another $11.0 million toward its $225.0 million total and “Son of God,” off 61 percent with $10.0 million. Meanwhile, on the heels of its Oscar win for Best Picture, “12 Years a Slave” expanded to 1,065 theaters and reappeared in the top 10 with $2.2 million.

The biggest box-office story of the weekend happened outside the top 10, though, as “The Grand Budapest Hotel” grossed $800,000 from just four theaters for a $200,000 average. Many outlets are citing the comedy caper’s per-cinema average as the all-time largest for a live-action film, but Rotten Tomatoes has Kevin Smith’s self-distributed “Red State” ranked a bit higher. Still, Wes Anderson’s latest beat both “The Master” ($147,262) and his own “Moonrise Kingdom” ($130,749) by this measure. Fox Searchlight will expand the movie to 65 to 75 locations next weekend.

Final numbers are still coming in, but so far the weekend saw an estimated $142.0 million in ticket sales, up a smidge from the same time frame last year when “Oz the Great and Powerful” debuted at number one with $79.1 million.

Here are the top 10 movies at the box office March 7-9, 2014, according to Box Office Mojo: